Orange Juice with Breakfast
by Mabel Lane Fox
Summary: Something I've written for a dear friends birthday, and guess what love, I've written you some Phyra smut in an attempt to be both sentimental and naughty at the same time. I don't know if it works, it's odd to say the least, but hopefully it'll give you some viewing pleasure.
1. Chapter 1

**A/N: Just a little birthday present for the lovely ladynoblesong, many happy returns darling! I don't really know what this is, but I hope you enjoy it, even if it is a little (a lot) silly ^.^**

_Toast, assorted, and in its rack, jam, marmalade, butter. _The maid counted anti-clockwise the edibles and condiments she had carefully laid out on her mistress' breakfast tray; straightening the cutlery, she picked up a tiny silver spoon and twirled it between her fingers- it had been so long since she'd worked in a house like this that she was quite unused to the little fripperies that made places like Downton Abbey the epitome of envy and extravagance. She shook her head, replacing the offending piece of silverware, and making a small tutting noise. There was still something missing, however. Turning she picked up the last remaining item bound for the tray, the most important- what Thomas has affectionately referred to as the 'coup d'état' in her proverbial seduction of her mistress. Funny, to her it just looked like a glass of orange juice.

Climbing the stairs that led out of the servant's hall and into the main house Phyllis Baxter, with tray in hand, made her way up to her mistress's quarters. She fixed a practised smile onto her face, composing herself. It wasn't like she was new to this; it was, after all, the very reason that Thomas had sought her out in the first place. Oh, it had been many years since they had seen one another, to be sure- but friendships forged in the fires of adversity… or the fires of passion, or any fire at all really, were welded together with the strongest of seals. That and the small matter of a not so small secret which the rotten snake had been using to blackmail her…

In no time, the maid found herself positioned outside of Lady Grantham's door; she supposed she should feel nervous, but after 20 years of working as something of an amateur spymaster, it was just as routine as fastening her corset. Pulling down the handle and pushing open the door with her shoulder, Phyllis let herself into her mistress' room without fanfare, "Good morning, milady, sleep well I hope?"

"Yes thank you, Baxter, and good morning", Cora Crawley's voice was laced heavy with tiredness, despite her assertion that she had indeed slept soundly. She was propped up in her bed on two plump pillows set behind her back, her raven locks mussed up in their plait, "Just set the tray over there" she gestured to a side table.

Baxter complied, but after she'd set down her Ladyships breakfast she turned a concerned eye upon her mistress, "Milday, are you sure all is well?"

"I'm just, out of sorts", came Lady Grantham's strained reply, fiddling with her fingers as she spoke.

"Shall I call for Doctor Clarkson, milady?" Phyllis approached the bed, reaching out a hand for her mistress' forehead to check her temperature.

Cora batted her away, "No, I'm not unwell, far from it, it's just I'm finding it difficult to adjust to-" she trailed off.

"Yes, milady?" Phyllis prompted her.

"I don't mean to offend you Baxter, but I had the same lady's maid for 18 years and, suddenly, without any warning, she ups and leaves in the middle of the night. And then your predecessor Braithwaite goes in a not dissimilar way and I-" she trails off, her voice catching in her throat, "I can't help but wonder how long it will be until you too leave me."

Phyllis' brow furrows, entirely unsure of how best to respond to this strange confession. Never before had she served anyone who took to attachment without intimacy… or rather she didn't think there had been intimacy, although she would trust Thomas not to tell her everything. Lady Grantham was a strange one and no denying. _Maybe it's an American thing_, she mused.Or maybe, this was an opportunity she could use. Slowly she lowered herself onto the edge of the Countess' bed, and when no chastisement came from the familiarity, she settled herself down, "Well, milady, _I'm_ not planning on going anywhere anytime soon"

"That somehow doesn't comfort me" Cora hung her head and then, after a pause, let her hand fall onto the bedspread- an invitation for her maid to take it; which, of course, she did without question.

"Milady, forgive any impertinence, but I'd be a fool to go looking for another job when I'm already in service to one of the most kind and generous families I've ever come across" …_that and Thomas has given me all but no choice in the matter… _she added as a silent aside, and her words sounded almost sincere.

Still, Cora looked back at her with a baleful expression- whenever she was upset she always managed to look like a kicked puppy; maybe on account of her rather large eyes- Phyllis shifted uncomfortably on her perch, "Milady, I don't know what I can do to reassure you but, if there is anything, I'll do it gladly…"

"Thank you, Baxter…" the Countess trailed off, her eyes glazing over for a second so fractional that Phyllis wondered if she'd imagined it, "… should I think of something, I'll let you know."

And with that she was dismissed.

**Onwards to Chapter 2, where something actually happens…**


	2. Chapter 2

**Chapter 2**

When the bell that corresponded to the pulley in Lady Grantham's bedroom rang at 4:30 that afternoon, it was hardly anything out of the ordinary. Dutifully, Phyllis put down her sowing and headed upstairs- presumably her Ladyship wanted to take a bath, or perhaps she required some tea. It was a little strange for her to be in her bedroom at this time, but albeit the job of a lady's maid to consider or question her mistress' habits. Just as she was alighting the scullery stairs she was stopped by a familiar and unwelcome face.

"I trust nothing is the matter, Miss Baxter?" Thomas drawled; he was leaning against the wall, his arm outstretched and blocking her path.

"Nothing at all, Mr Barrow" she smiled at him, fluttering her eyelashes in pseudo-innocence.

"Well, Miss Baxter, should anything arise I expect to be the first informed of it" he removed his arm, allowing her passage, though he was remained in close proximity to her- an intimidation tactic, no doubt.

Leaning towards him Phyllis smirked, pressing her lips into a thin smile of little humour, "Oh don't worry Thomas" her voice a hushed whisper, "There's no secrets between us." And with that she continued on her way, ensuring she knocked into his shoulder on the way past. That man made her skin crawl, and not in a good way. There was a time when the two of them had been thick as thieves, but those days were long since gone and now there was nothing but animosity between them. Animosity and the remnants of a friendship that had spanned near 15 years, seen only now in the shadows of smiles so veiled behind a mire of hatred (on her part at least) that it was easy as breathing to pretend they weren't there at all.

It was only when she reached the concealed door that separated the servants quarters from the rest of the house that she experienced some panic- panic is perhaps too strong a term, but Phyllis was flustered to say the least. Her long dark brown hair, usually so neatly tucked away with nonchalant professionalism, was loose; it cascaded halfway down her back, incredibly soft on account of her never using heated tongs or castor wax, but regardless of its beauty is was nevertheless highly inappropriate. Women should never wear their hair loose in public. Never. Especially not a working woman such as herself- and further to a woman part of whose job description was invisibility. _But surely Lady Grantham wouldn't quibble over something like this, _she pondered, _chances are she won't even notice. _Still, it wouldn't do to be seen wandering around the house like this; quickly she pulled her hair into a ponytail at the nape of her neck, grasping it with the thumb and forefinger of her left hand. Then she spun it into a bun, twisting the strands as she did so; finally yanking the whole thing up so it resembled a French twist; hooking her finger into the tightly wound knot at the top- securing it in place.

_The things I have to do working in this house._

She entered the hallway, speed hastening her steps on account of her tardiness to the summons and out of a fear of encountering anyone on her trip. She arrived outside Lady Grantham's bedroom feeling rather pleased with her ingenuity, and grateful that she was now entering what she ascribed to be neutral territory. Pushing open the door she received one of the most enormous shocks that had ever befallen her in the entirety of each of her respective careers.

As soon as she had crossed the threshold she was greeted momentarily by the sight of a completely naked Countess, sat on the side of the four-poster bed where, just hours before, Phyllis herself had tentatively perched (perched fear of crossing a boundary of formality). The sight was fleeting because, in a blur of motion, Cora had leapt to her feet and hurled herself into the arms of her bemused lady's maid. The younger woman opened her arms instinctively to catch her mistress in her wild abandon, loosing her hair from its make-shift styling. The Countess only took this as encouragement, and it took mere seconds for her to tangle her slender fingers into Phyllis' silky locks.

Baxter was completely lost for words, her voice refusing to protest even when she felt her mistress' soft lips tracing the line of her austere collar and nipping at the sensitive skin of her upper neck and jaw. As Cora began pulling her back towards the bed she managed to choke out, "Milady, what are you-"

Cora cut her off, "Remember…" she purred, her American accent made it difficult for Phyllis to determine whether or not she'd been drinking, which was her natural assumption, "When you said you would do anything to reassure me." Her lips were hovering just centimetres from her new maids, "Well _this_ is anything." And with that, she pressed their lips together and all speculation on this absurdity vanished from Baxter's mind.

Barely registering the time it took for them to get to the bed, Phyllis' mind was somehow not working at all, but also processing things at 100 miles per hour- she felt dizzy, lightheaded… but not necessarily in a bad way. She was distinctly aware of how cumbersome her dress was and how tangled both of their legs were getting in her underskirt. Cora was moaning into her mouth, her breathing incredibly heavy, almost laboured, and her fingertips were desperately searching for any part of her maid's body that wasn't completely covered by her uniform frocks black modesty. This left very little. So she settled for her hands, intertwining their fingers together as they fell back onto the bed.

It took this rather undignified change of pace for Phyllis to regain some of her faculties, "Milady, I really don't think this is-" her voice was stifled as, in a surprisingly aggressive turn, the Countess shoved her onto her side and then, in straddling her lap, forced her onto her back with her hands above her head. Looking up at the naked woman on top of her, the peculiarity of the whole situation hit her, almost as hard as the slap that stung her left cheek. She couldn't even lift a hand to cup her smarting face as her arms were resolutely braced beneath Cora's left forearm.

"Oh no" Cora drawled, panting as a smile broke out across her face, "You don't get to think." And with that she leant forward and pressed her lips softly against Phyllis', now red, cheek, "If you're good to me, I can be good to you too y'know"

Phyllis now began to wonder about the reasons behind her predecessors hasty resignations; certainly, if she were holding down this job of her own volition then she would have shoved Lady Grantham, Countess or not, onto the floor and stormed downstairs to hand in her notice. As it was, she didn't have that luxury and, after all, this could actually turn out to be an incredibly fruitful venture. So she played the game, "Be good to me, milady?"

Cora nodded, "Oh yes, I can be very generous Baxter and surely you can see the advantages of having a woman in my position as a _close _friend."

"Yes, milady, I think I'm beginning to see quite nicely" pointedly she let her eyes flit to Cora's exposed breasts, licking her lips as she admired the curve of her elegant neck. Lady Grantham was beautiful, there was no denying. Slowly she arched her back up so as to nip at the woman's collar bone, which elicited a small giggled from the older woman and the release of the maid's arms, "Why don't you let me get out of this dress, milady, and then we can do whatever you wish"

"Sounds good to me…" Cora murmured, illustrating her words by swinging a leg off her maid's waist, moving into a cross-legged stance at the head of the bed.

It took Baxter a little over two minutes to completely divest herself of her shoes, over dress, blouse and underskirt, all the while with Cora being a silent observer; it wasn't until she had reached the stage where she was about to unlace her corset that her mistress halted her, "Stop. Keep everything else on too, and let me look at you"

Standing in the middle of Lady Grantham's bedchamber in nothing but a corset and her suspenders was not what she had envisioned she would be doing at ten to five when she woke up this morning.

Cora however, felt as though she couldn't have planned it better if she tried. Her maid cut an impressive figure, although the retention of the corset rendered it somewhat artificial, it was sexy as fuck, none the less. She also noted for what seemed like the first time, her maid's eyes; they were large and a deep shade of brown, not dissimilar to that of a does. Quite captivating.

"Why don't you come here…" the Countess beckoned to her maid with her index finger, "Now, I want you to do something for me, something you may find somewhat shocking." She giggled, oh how she loved to shock people. It was a sensation she would have loved to bottle and savour; without much effort she could still picture the look on O'Brien's face when she'd asked the same thing of her, and as for her husband Robert, well he had out-right refused. This part was almost as fun as what was to come… almost.

Phyllis crossed over to the bed, a somewhat curious look on her face; being told by her completely naked mistress, who had in no small terms requested the presence of her more than amicable company just moments before, and further to had just had her strip down to her corset and stockings, that only now was she about to encounter something shocking… well it did beg the question.

"I want you to come and sit here…" Cora patted the space just in front of her, "And then I want you to bend me over your lap…" she paused again, drawing out the request with childish glee, "And then I want you to spank me."

It wasn't that the request didn't faze her, in fact had she given too much thought to it she might've run for the hills, but as it was Baxter was currently working on the principle that she would do whatever Lady Grantham requested within reason- and believe it or not, this was within reason. It was not the first time she had come across someone with a taste for discipline, although it would be her first time taking on the role of the disciplinarian. When she spoke, her voice was steady, "Certainly, milady, would you like me to use a paddle or is my hand sufficient?"

Cora was a little taken aback at her blind acceptance, in fact she had rather been looking forward to the look of horror she was certain her request would have elicited. If anything her companion looked a little bored. "Your hand will do, and… I'm sure you can think of some entertaining things to say that will excite me…"

Phyllis climbed up onto the bed in front of the kneeling countess; now she supposed she understood the why she was still in her corset. Sitting down, with her legs outstretched but slightly bent at the knees, she waited for Cora to position herself in her lap, bent over on all fours with her back arched. _How much role play does she want? _She blanched at the thought of the consequences if she got this wrong, _only one way to find out._

"Get you head down", the maid grabbed a handful of Cora's hair and shoved her head down into the duvet, letting up when she no longer felt any resistance from her, "Now, tell me milady, have you been a bad girl?"

"Yes" Cora giggled, heat was building fast between her legs, this kind of thing never failed to drive her crazy.

Baxter ran her hand along her mistresses small but perfectly round bottom, it was with pleasure that she remembered the sting of Cora's hand on her cheek from earlier. Now, she supposed it was payback; and it was with the memory of that slap fresh in her mind, that she bought her hand down hard on the left side of the countess' backside.

Cora let out a yelp, it was harder than she had been expecting, though almost as soon as she felt the second smack her cry turned into a low and guttural moan. The third and fourth and fifth slap, alternating between her left and right side, had her whimpering and groaning and then the sixth which was harder than the previous ones had her fighting the urge to squeal.

Baxter had to admit, the whole process was incredibly satisfying; both the noise of her palm smacking her mistresses ass and the whimpers of pleasure that each of those smacks ensured, was incredibly arousing. She was finding it difficult to ignore the dull the throbbing of her clit as she brought her hand down for a seventh time. Cora was whimpering, balling her fists into the covers of her bed, dragging the sheets out of the pristine turn down and wrinkling the fabric up in her hands; it was all she could do to stifle her cries. After Phyllis had brought her hand down another 12 or so times, Cora raised her own, "S-s-stop"

"Have you had enough?" Phyllis asked with a hint of mischief in her voice, looking down with glee at the sight of her mistress' bright pink bottom, the contrast was ever better on account of the almost white skin of her upper thighs and lower back.

"Y-yes" Cora's voice was shuddery, arousal was dripping between her legs and she was now so close to the edge, she knew she needed just a little of something else to send her over. Lifting herself out of her maids lap, she gently laid herself down on the bed- groaning as she put weight on her sore backside. She lay her head back against her pillows and put her hands behind her head expectantly.

Baxter knew exactly what she was asking for, and it was with some relish that she crawled forward and pushed her mistress' legs apart. She was wet, that much was obvious, absolutely soaking wet; and hot too, she could more than imagine, "Well milady, lie back and think of America"

"Not a chance" was the last thing Cora could say as, when she felt Phyllis' tongue licking at her clit, she had to bite her lip to stop herself from crying out. If their activities from earlier had been a little loud it was nothing compared to the amount of noise she was moved to make now.

Dutifully, Baxter pressed her lips to her mistress' sex, lavishing a kiss on her clit before changing tact and teasing it with her tongue and teeth. She felt the older woman spreading her legs wider and obligingly she placed her hands on the inside of Cora's thighs forcing them up and apart. She was using her teeth a little more aggressively now, nipping her clit with her teeth, and then softly kissing it so as to not let pain override pleasure.

After less than a minute of her maids ministrations, Cora would feel that she was about to come undone. Gasping she tangled her fingers in Baxter's hair, making sure she didn't let up, and within a few seconds she found her release, a quivering groan escaping her lips. Pleasure washed over her, and her clit throbbed for a few more seconds and, as she let go of her grip on Phyllis' hair, she collapsed back onto the bed.

"Was that good, milady?" her maids voice reached her in a haze as she came down from her high.

"Mmmhmmm" was all she could manage in reply, as she felt a body snuggle up under her arm, looking down she came face to face with those big brown doe's eyes peering up at her from the crook of her arm.

"About what you said about being good to me too…"

"Give me a minute and I'll return the favour", Cora sighed, wanting nothing more than to close her eyes and savour the rest of the moment.

"Oh no, never mind about that, I want something else"

The tone of Phyllis' voice was somewhat perplexing, especially considering all they had just experienced. Something must be weighing heavily on her mind, "Go on then"

"Well, I'd like something to be done about the under-butler Thomas Barrow…"

**A/N: I feel that if Fellowes wanted me to not write Cora as a slightly masochistic sex starved nymphomaniac then he should've actually given her development this season so I had something to OOC against. I tried to make this not a PWP but I'm not sure if I succeeded.**

**Anyway, I hope you somewhat enjoyed this Wil, although I confess to having no clue whether or not spanking is up your street... Hope your birthday has been fabulous and the remainder of it is equally so!**


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